[AMENDMENT NO. 4 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JD.com, Inc. Not Applicable Cayman Islands (State or other jurisdiction of 5990 (Primary Standard Industrial Not Applicable (I.R.S. Employer 10th Floor, Building A, North Star Century Center Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service)] [JD.COM, INC. (an exempted company incorporated in the Cayman Islands) 93,685,620 American Depositary Receipts Representing 187,371,240 Class A Ordinary Shares UNDERWRITING AGREEMENT [ · ], 2014 Merrill Lynch, Pierce, Fenner & Smith UBS Securities LLC as Representatives of the several Underwriters c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park c/o UBS Securities LLC Ladies and Gentlemen: JD.com,] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT Company Depositary W I T N E S S E T H T H A T: WHEREAS , the Company desires to establish an ADR facility with the Depositary to provide for the deposit of the Shares and the creation of American Depositary Shares representing the Shares so deposited; and WHEREAS , the Depositary is willing] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of JD.com, Inc. of our report dated March 19 , 2014 relating to the consolidated financial statements of JD.com, Inc. , which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of JD.com, Inc. of our report dated March 19 , 2014 relating to the combined financial statements of two e-Commerce platforms, www.paipai.com website and www.wanggou.com website of Tencent Holdings Limited , which appears in such Registration Statement. We also consent]